REG - Lakes Distillery Co. - Results of Court Meeting and General Meeting

Rothschild & Co SCAAnnouncement

10/05/2024 16:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240510:nRSJ0385Oa&default-theme=true

RNS Number : 0385O  Lakes Distillery Company PLC (The)  10 May 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT OR THE ACTION
YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN INDEPENDENT FINANCIAL
ADVICE IMMEDIATELY FROM YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT
OR INDEPENDENT FINANCIAL ADVISER DULY AUTHORISED UNDER THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (AS AMENDED) IF YOU ARE RESIDENT IN THE UNITED KINGDOM
OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL
ADVISER.

FOR IMMEDIATE RELEASE.

10 May 2024

RECOMMENDED CASH OFFER

for

THE LAKES DISTILLERY COMPANY PLC

by

NYETIMBER WINES AND SPIRITS GROUP LIMITED

 

Results of Court Meeting and General Meeting

On 2 April 2024, the boards of Nyetimber Wines and Spirits Group Limited
("Nyetimber") and The Lakes Distillery Company plc ("The Lakes") announced
that they had reached agreement on the terms of a recommended cash offer by
Nyetimber for the entire issued and to be issued share capital of The Lakes
(the "Acquisition"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme")

The scheme document in respect of the Acquisition (the "Scheme Document")
containing, among other things, the notices convening the Court Meeting and
the General Meeting in connection with the Acquisition, was published and made
available to The Lakes Shareholders on 17 April 2024.

Capitalised terms used in this Announcement shall, unless otherwise defined,
have the meanings set out in Part VIII of the Scheme Document (as defined
below).

Results of the Court Meeting and the General Meeting

The Lakes Board is pleased to announce that, at the Court Meeting and General
Meeting held earlier today to consider the resolutions relating to the
Acquisition:

·      A majority in number of Scheme Shareholders present and voting
(and entitled to vote) in person or by proxy, representing not less than 75
per cent. in value of the Scheme Shares voted in favour of the resolution to
approve the Scheme at the Court Meeting; and

·      The requisite majority of The Lakes Shareholders present and
voting (and entitled to vote) in person or by proxy voted in favour of the
Special Resolutions to, among other things, amend The Lakes' articles of
association in connection with the Scheme, authorise The Lakes Directors to
take all such action as they may consider necessary or appropriate for
carrying the Scheme into effect and, subject to and conditional on the Scheme
becoming effective, re-register The Lakes as a private limited company.

Details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting at Parts IX and X (respectively) contained in
the Scheme Document.

Voting at each of the Court Meeting and the General Meeting was conducted on a
poll. The detailed voting results in relation to the Court Meeting and the
General Meeting are set out below.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on
10 May 2024. Each Scheme Shareholder present was entitled to one vote per
Scheme Share held at the Voting Record Time.

 Results of Court Meeting                                                        FOR         AGAINST    TOTAL
 Number of Scheme Shares voted                                                   28,268,928  2,788,241  31,057,169
 Percentage of Scheme Shares voted ((1))                                         91.02%      8.98%      100%
 Number of Scheme Shareholders who voted                                         151         30         181
 Percentage of Scheme Shareholders who voted ((1))                               83.43%      16.57%     100%
 Number of Scheme Shares voted as a percentage of the Scheme Shares eligible to  74.60%      7.36%      81.96%
 be voted at the Court Meeting ((1))

(1)   Rounded to two decimal places.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting held
on 10 May 2024. Each The Lakes Shareholder was entitled to one vote per The
Lakes Share held at the Voting Record Time.

                                                                                FOR                               AGAINST                           TOTAL            WITHHELD
 Special Resolution                                                             Number of Votes  % of Votes((2))  Number of Votes  % of Votes((2))  Number of Votes  Number of Votes((1))
 1.     Directors' authority resolution to give effect to Scheme and amend      28,419,812       96.21%           1,118,921        3.79%            29,538,733       0
 Articles of Association resolution
 2.     Re-registration resolution                                              28,419,812       96.21%           1,118,921        3.79%            29,538,733       0

(1)   A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" the Special
Resolution.

(2)   Rounded to two decimal places.

At the Scheme Voting Record Time, The Lakes had 37,894,799 The Lakes Shares in
issue. As at the Scheme Voting Record Time, The Lakes held no The Lakes Shares
in treasury. Therefore, the total number of voting rights in The Lakes at the
Scheme Voting Record Time was 37,894,799.

Effective Date and Timetable

The outcome of today's Court Meeting and General Meeting means that Conditions
2(a) and 2(b) (as set out in Part III of the Scheme Document) have been
satisfied.

The Scheme remains subject to sanction by the Court at the Court Sanction
Hearing and the satisfaction (or, where applicable, waiver) of the other
Conditions to the Scheme (as set out in Part III of the Scheme Document).

The expected timetable of principal events for the implementation of the
Scheme remains as set out on page 12 of the Scheme Document and as below:

- ENDS -

Enquiries:

Nyetimber

 Eric Heerema  c/o Rothschild & Co

The Lakes

 James Pennefather  c/o Georgeson

 David Robinson

Advisers

 Rothschild & Co (Financial adviser to Nyetimber)         Tel: +44 (0) 20 7280 5000
 Jonathan Dale
 Gavin Orde
 Rebecca Corker
 Alex Wheatley
 Soho Communications (Financial PR adviser to Nyetimber)  Tel: +44 (0)20 3950 7822
 James Henderson
 Singer Capital Markets (Financial adviser to The Lakes)  Tel: +44 (0) 20 7496 3000
 Sandy Fraser
 Alex Bond
 Oliver Platts
 Finn Gordon
 Citypress (Financial PR adviser to The Lakes)            Tel: +44 (0) 20 3773 3488
 Martin Currie
 Georgeson (The Lakes Shareholder enquiries)              Tel: +44 (0) 330 229 5931
                                                          lakes@georgeson.com (mailto:lakes@georgeson.com)

Ashurst LLP is acting as legal adviser to Nyetimber and Muckle LLP is acting
as legal adviser to The Lakes in connection with the Acquisition.

Important notices

Singer Capital Markets, which is regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to The Lakes and for no-one else in
connection with the Acquisition and will not be responsible to any person
other than The Lakes for providing the protections afforded to its clients nor
for providing advice in relation to the Acquisition or any other matters
referred to in this announcement. Neither Singer Capital Markets nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Singer Capital
Markets in connection with the Acquisition, any statement contained herein or
otherwise.

Rothschild & Co, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively as financial adviser to Nyetimber and
for no-one else in connection with the Acquisition and will not be responsible
to any person other than Nyetimber for providing the protections afforded to
its clients nor for providing advice in relation to the Acquisition or any
other matters referred to in this announcement. Neither Rothschild & Co
nor any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Rothschild & Co in connection with the Acquisition, any statement
contained herein or otherwise.

The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document), which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition.
Any vote in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in this announcement (or, if
the Acquisition is implemented by way of a Takeover Offer, the Offer
Document).

This announcement has been prepared in accordance with the Code. The
statements contained in this announcement are not to be construed as legal,
business, financial or tax advice. If you are in any doubt about the content
of this announcement, you should consult your own legal, financial or tax
adviser for legal, business, financial or tax advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set out in this announcement since such
date.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror before the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree or of any securities exchange
offeror. A Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree and (ii) any
securities exchange offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time)
on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree or a securities exchange offeror, they will be deemed
to be a single person for the purpose of Rule 8.3. Opening Position
Disclosures must also be made by the offeree and by any offeror and Dealing
Disclosures must also be made by the offeree, by any offeror and by any
persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and the offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown in the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

Website publication

In accordance with Rule 26.1 of the Code, a copy of this announcement, and the
information incorporated by reference herein, will be available, subject to
certain restrictions relating to persons resident in any Restricted
Jurisdiction, free of charge on The Lakes' website at
https://lakesdistillery.com/pages/proposed-acquisition
(https://lakesdistillery.com/pages/proposed-acquisition) as soon as possible
and in any event by no later than 12.00 noon (London time) on 13 May 2024
until the end of the Offer Period. For the avoidance of doubt, neither the
content of any website referred to in this announcement nor the content of any
website accessible from hyperlinks, is incorporated into, or forms part of,
this document.

Times

All references to time are to the time in London, England (unless specified
otherwise).

 

 

 

 

Appendix

Expected Timetable of Principal Events

 

 Court Sanction Hearing                                   21 May 2024
 Scheme Record Time                                       6.00 p.m. on 22 May 2024
 Effective Date of Scheme                                 23 May 2024((1))
 Latest date for despatch of cheques for Scheme payments  By no later than 14 calendar days after the Scheme Effective Date
 Long Stop Date                                           31 August 2024((2))

 

Notes:

1.         These dates and times are indicative only and will depend,
among other things, on the date upon which the (i) the Conditions are
satisfied or (if capable of waiver) waived, (ii) the Court sanctions the
Scheme and (iii) the date on which the Scheme Court Order sanctioning the
Scheme is delivered to the Registrar of Companies.

2.         This is the latest date by which the Scheme may become
Effective. However, the Long Stop Date may be extended to such later date as
may be agreed in writing by The Lakes and Nyetimber (with the Panel's consent
and as the Court may approve (if required)).

All references in this Announcement to times are to London time unless
otherwise stated.

If any of the above expected dates change, The Lakes will give notice of the
change by issuing an announcement on its website at
https://lakesdistillery.com/proposed-acquisition
(https://lakesdistillery.com/proposed-acquisition) . All Scheme Shareholders
have the right to attend the Court Sanction Hearing.

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMFLFISEVIILIS